Common use of Share Options Clause in Contracts

Share Options. 5.1 Previously, and subject to the provisions of this Clause 5, Executive and/or APOL have been granted under the Agreement dated of April 12, 2006 an aggregate of 2,400,000 share options to purchase CDC common shares, $0.00025 par value oper share (the “Shares”) under the 1999 Stock Option Plan (“Existing Options”). All of such Options have been subject to Board-approved cancellation and regrants effective, respectively, on August 18, 2008 and November 26, 2008, pursuant to which such Options are now deemed to be granted to APOL with an exercise price of US$0.87 per Option, the closing price of the Shares on November 26, 2008, the effective date of APOL’s acceptance of the latest cancellation and regrant. In addition to the foregoing, APOL has been granted an additional one-time award on the Effective Date of additional options to purchase 900,000 Shares (the “New Options”) under the 1999 Stock Option Plan at an exercise price of $1.29 per common share, which options shall vest in equal quarterly installments over an eighteen (18) month period from the Effective Date. 5.2 The Existing Options and the New Options shall vest over the course of the Term according to a vesting schedule as set forth in Schedule 2; provided that, notwithstanding anything herein to the contrary: (a) the Executive remains at CDC Corporation to provide the Services on the day vesting of the relevant portion of those Options takes place and (b) this Agreement has not otherwise been terminated. Except as otherwise provided in this Clause 5, the Existing Options and the New Options shall be subject to the terms and conditions of the 1999 Stock Option Plan. Details regarding the Existing Options and New Options are set forth on Schedule 2 hereto. 5.3 In addition to the Existing Options and the New Options, APOL has also been granted (a) 2,000,000 share options; and (b) 399,999 share options (collectively “Contingent Options”), as set forth in the option award agreement(s) which allow APOL to purchase the same number of CDC Corporation’s Shares. These 2,399,999 Contingent Options have been subject to Board-approved cancellation and regrants effective, respectively, on August 18 2008 and November 26, 2008, pursuant to which such Options are now deemed to be granted to APOL on the Effective Date with an exercise price of US$0.87 per Contingent Option, the closing price of the Shares on November 26, 2008, the effective date of APOL’s acceptance of the latest cancellation and regrant. 5.4 The Contingent Option shall vest in accordance with Schedule 3 hereof; provided that: (a) the Executive remains at CDC Corporation to provide the Services on the day vesting of the Contingent Options takes place and (b) this Agreement has not otherwise been terminated. Except as otherwise provided in this Clause 5, the Contingent Options granted shall be subject to the terms and conditions of the 1999 Stock Option Plan. Details regarding the Contingent Options are set forth on Schedule 3 hereto. (a) If this Agreement is terminated other than pursuant to Clauses 12.1, 12.2, 12.4 or 12.5 hereof, provided that the Executive executes a written release, in favour of the Company and its Associated Companies, of any and all claims or potential claims, suits, liabilities or any other obligations that are or may be asserted by or owed to, Executive, APOL or any affiliate thereof, then the Company shall cause the Executive’s Options to accelerate and fully vest. In the event of such termination other than pursuant to Clause 12.1 and 12.2 of this Agreement, the Executive shall have a reasonable period of time not in excess of ninety (90) days following such termination to exercise the Executive’s Options that had vested as of the date of termination. (b) Notwithstanding the matters set out in the forgoing sub-clause (a), if under Clauses 12.4 or 12.5 hereof the Executive is terminated or initiates the termination as a result of a death or disability that is tangibly related to the performance of the duties by the Executive for the Company hereunder, the Company shall cause the Executive’s Options to accelerate and fully vest and the Executive or his successors or assigns, as the case may be, shall have up to one year following such termination to exercise the Executive’s Options. (c) For avoidance of doubt if under Clauses 12.4 or 12.5 hereof the Executive is terminated or initiates the termination as a result of a death or disability that is NOT related to the performance of the duties by the Executive for the Company hereunder, the Executive’s Options shall not accelerate but the Executive or his successors or assigns, as the case may be, shall have up to one year following such termination to exercise the Executive’s Options that had vested as of the date of termination. (d) To the extent any provision in the forgoing sub-clauses (a), (b) and (c) relates to any time period during which the Options may become exercisable, the same provision shall also apply to the Contingent Options such that they shall be subject to the same time period during which they may become exercisable. For avoidance of doubt, to the extent any provision in the forgoing sub-clauses (a), (b) and (c) relates to acceleration of vesting of the Options, the same shall NOT apply to the Contingent Options. 5.6 If there is a Change of Control and within one year from the Change of Control date, the Company (or its successor) terminates the Services provided by APOL for any reason other than in accordance with Clause 12 hereof, as of the date of termination (the “Termination Date”), all unexercised Options and Contingent Options held by APOL shall immediately vest and APOL shall have the right to exercise such Options and Contingent Options on and as of the Termination Date; provided that this Clause 5.6 shall not apply if a Change of Control shall have occurred and the services of APOL with respect to the Services provided by the Executive are retained and the Executive remains in good standing with CDC Corporation (or its successor) during the one year from the Change of Control date, in which case, Clause 5.7 hereof shall apply. 5.7 If there is a Change of Control and the Services provided by APOL with respect to the services provided by the Executive are retained and the Executive remains in good standing with the Company (or its successor), then at the one year anniversary date of the Change of Control date (the “Anniversary Date”), all unexercised Options and Contingent Options held by APOL shall immediately vest and APOL shall have the right to exercise such Options and Contingent Options as of the Anniversary Date up to the last day upon which the Services of APOL with respect to the services provided by the Executive are in effect whether pursuant to this Agreement or a successor agreement; provided that during the course of the one year period prior to the Anniversary Date, APOL’s Options and Contingent Options shall vest in accordance with the vesting schedule as set forth in the APOL option award agreement(s). 5.8 The Parties agree that except as provided for in the CEO Options Transfer Agreement or otherwise pursuant to the prior written consent of the Company, APOL will not sell, offer to sell, contact to sell, grant any option to purchase or otherwise dispose of any Options (whether vested or unvested) or any Contingent Options, or any securities convertible into exercisable or exchangeable for such Options (whether vested or unvested) or Contingent Options, including the Company’s Shares, or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such Options (whether vested or unvested) or any Contingent Options during the term of this Agreement. 5.9 Any award of options under this Agreement shall not affect the accrued rights of the Executive in relation to other options on the securities of CDC Corporation or any Associated Company held by the Executive and or APOL.

Share Options. 5.1 Previously, and subject Subject to the provisions of this Clause 5, Executive and/or APOL have been shall be granted under the Agreement dated of April 12, 2006 an aggregate of 2,400,000 share options to purchase CDC common shares, $0.00025 par value oper share (the “Shares”) under the 1999 Stock Option Plan (“Existing Options”) as set forth in the option award agreement which allows APOL to purchase an equivalent number of CDC Corporation’s Class A Common Shares, par value US$0.00025 (the “Shares”). All of such Such Options have been subject to Board-approved cancellation and regrants effective, respectively, on August 18, 2008 and November 26, 2008, pursuant to which such Options are now shall be deemed to be granted to APOL on the Appointment Date with an exercise price of US$0.87 3.99 per Option, the closing price of the Shares on November 26, 2008, the effective date of APOL’s acceptance of day before the latest cancellation and regrant. In addition to the foregoing, APOL has been granted an additional one-time award on the Effective Date of additional options to purchase 900,000 Shares (the “New Options”) under the 1999 Stock Option Plan at an exercise price of $1.29 per common share, which options shall vest in equal quarterly installments over an eighteen (18) month period from the Effective Appointment Date. 5.2 The Existing Options and the New Options granted under Clause 5.1 shall vest over the course of the Initial Term according to a vesting schedule as set forth in Schedule 2; provided that, notwithstanding anything herein to the contrary: (a) the Executive remains at CDC Corporation to provide the Services on the day vesting of the relevant portion of those Options takes place and (b) this Agreement has not otherwise been terminated. Except as otherwise provided in this Clause 5, the Existing Options and the New Options granted shall be subject to the terms and conditions of the 1999 Stock Option Plan. Details regarding the Existing Options and New Options are set forth on Schedule 2 hereto. 5.3 In addition to the Existing Options and granted under Clause 5.1, under the New Options, 1999 Stock Option Plan APOL has shall also been be granted (a) 2,000,000 share options; and (b) 399,999 share options (collectively “Contingent Options”), as set forth in the option award agreement(s) which allow APOL to purchase the same number of CDC Corporation’s Shares. These 2,399,999 Contingent Options have been subject to Board-approved cancellation and regrants effective, respectively, on August 18 2008 and November 26, 2008, pursuant to which such Options are now shall be deemed to be granted to APOL on the Effective Appointment Date with an exercise price of US$0.87 3.99 per Contingent Option, the closing price of the Shares on November 26, 2008, the effective date of APOL’s acceptance of day before the latest cancellation and regrantAppointment Date. 5.4 The Of the 2,000,000 Contingent Option Options granted under Clause 5.3(a), 500,000 shall vest in APOL upon the occurrence of an Event as more particularly described in Schedule 3 and in accordance with that Schedule 3; and of the 399,999 Contingent Options granted under Clause 5.3(b), 133,333 shall vest upon the occurrence of an Event as more particularly described in Schedule 3 hereofand in accordance with that Schedule 3; provided that: (a) the Executive remains at CDC Corporation to provide the Services on the day vesting of the Contingent Options takes place and (b) this Agreement has not otherwise been terminated. Except as otherwise provided in this Clause 5, the Contingent Options granted shall be subject to the terms and conditions of the 1999 Stock Option Plan. Details regarding the Contingent Options are set forth on Schedule 3 hereto. (a) If this Agreement is terminated other than pursuant to Clauses 12.1, 12.2, 12.4 or 12.5 hereof, provided that the Executive executes a written release, release in favour of the Company and its Associated Companies, of any and all claims or potential claims, suits, liabilities or any other obligations that are or may be asserted by or owed to, Executive, APOL or any affiliate thereof, then the Company shall cause the Executive’s Options to accelerate and fully vest. In the event of such termination other than pursuant to Clause 12.1 and 12.2 of this Agreement, the Executive shall have a reasonable period of time not in excess of ninety (90) days following such termination to exercise the Executive’s Options that had vested as of the date of termination, such period to be not less than ninety (90) days following the date the Board determines the Executive is no longer in possession of material non-public information such that the Executive may freely exercise the Options in compliance with the Company’s xxxxxxx xxxxxxx policy and applicable law. (b) Notwithstanding the matters set out in the forgoing sub-clause (a), if under Clauses 12.4 or 12.5 hereof the Executive is terminated or initiates the termination as a result of a death or disability that is tangibly related to the performance of the duties by the Executive for the Company hereunder, the Company shall cause the Executive’s Options to accelerate and fully vest and the Executive or his successors or assigns, as the case may be, shall have up to one year following such termination to exercise the Executive’s Options. (c) For avoidance of doubt if under Clauses 12.4 or 12.5 hereof the Executive is terminated or initiates the termination as a result of a death or disability that is NOT tangibly related to the performance of the duties by the Executive for the Company hereunder, the Executive’s Options shall not accelerate but the Executive or his successors or assigns, as the case may be, shall have up to one year following such termination to exercise the Executive’s Options that had vested as of the date of termination. (d) To the extent any provision in the forgoing sub-clauses (a), (b) and (c) relates to any time period during which the Options may become exercisable, the same provision shall also apply to the Contingent Options such that they shall be subject to the same time period during which they may become exercisable. For avoidance of doubt, to the extent any provision in the forgoing sub-clauses (a), (b) and (c) relates to acceleration of vesting of the Options, the same shall NOT not apply to the Contingent Options. 5.6 If there is a Change of Control and within one year from the Change of Control date, the Company (or its successor) terminates the Services provided by APOL for any reason other than in accordance with Clause 12 hereof, as of the date of termination (the “Termination Date”), all unexercised Options and Contingent Options held by APOL shall immediately vest and APOL shall have the right to exercise such Options and Contingent Options on and as of the Termination Date; provided that this Clause 5.6 shall not apply if a Change of Control shall have occurred and the services of APOL with respect to the Services provided by the Executive are retained and the Executive remains in good standing with CDC Corporation (or its successor) during the one year from the Change of Control date, in which case, Clause 5.7 hereof shall apply. 5.7 If there is a Change of Control and the Services provided by APOL with respect to the services provided by the Executive are retained and the Executive remains in good standing with the Company (or its successor), then at the one year anniversary date of the Change of Control date (the “Anniversary Date”), all unexercised Options and Contingent Options held by APOL shall immediately vest and APOL shall have the right to exercise such Options and Contingent Options as of the Anniversary Date up to the last day upon which the Services of APOL with respect to the services provided by the Executive are in effect whether pursuant to this Agreement or a successor agreement; provided that during the course of the one year period prior to the Anniversary Date, APOL’s Options and Contingent Options shall vest in accordance with the vesting schedule as set forth in the APOL option award agreement(s). 5.8 The Parties agree that except as provided for in the CEO Options Transfer Agreement or otherwise pursuant to the prior written consent of the Company, APOL will not sell, offer to sell, contact to sell, grant any option to purchase or otherwise dispose of any Options (whether vested or unvested) or any Contingent Options, or any securities convertible into exercisable or exchangeable for such Options (whether vested or unvested) or Contingent Options, including the Company’s Shares, or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such Options (whether vested or unvested) or any Contingent Options during the term of this Agreement. . 5.9 Any award of options under this Agreement shall not affect the accrued rights of the Executive in relation to other options on the securities of CDC Corporation or any Associated Company held by the Executive and or APOL.

Share Options. 5.1 Previously, and subject Subject to the provisions of this Clause 5, the Executive and/or APOL have been shall be granted under the Agreement dated a total of April 12, 2006 an aggregate of 2,400,000 800,000 share options to purchase CDC common shares, $0.00025 par value oper share (the “Shares”) under the 1999 Stock Option Plan (“Existing "Options”") as set forth in the option award agreement to purchase an equivalent number of the Company's Class A Common Shares, par value US$0.00025 (the "Shares"). All of such Such Options have been subject to Board-approved cancellation and regrants effective, respectively, on August 18, 2008 and November 26, 2008, pursuant to which such Options are now deemed to shall be granted in three tranches. The first tranche of 300,000 Options were granted to APOL the Executive at such time as the Board ratified the Original Executive Services Agreement with an exercise price of US$0.87 7.77 per Option, the closing price fair market value of the Shares on November 26, 2008, the effective date of APOL’s acceptance such ratification. The second tranche of an additional 250,000 Options will be granted to the Executive on the first anniversary of the latest cancellation and regrant. In addition to the foregoing, APOL has been granted an additional one-time award on the Effective Appointment Date of additional options to purchase 900,000 Shares (the “New Options”) under the 1999 Stock Option Plan at an exercise price equal to the higher of $1.29 per common share, which options shall vest in (i) Average Trading Price and (ii) the fair market value of the Shares on such date. The third tranche of the remaining 250,000 Options will be granted to the Executive on the second anniversary of the Appointment Date at an exercise price equal quarterly installments over an eighteen to the higher of (18i) month period from the Effective Date.Average Trading Price and (ii) the fair market value of the Shares on such date 5.2 The Existing Options and the New Options granted under Clause 5.1 shall vest over the course of the Initial Term according to a vesting schedule as set forth in Schedule 2; provided that, notwithstanding anything herein to the contrary: (a) the Executive remains at CDC Corporation the Company to provide the Services on the day the vesting of the relevant portion of those Options takes place and (b) this Agreement has not otherwise been terminated. Except as otherwise provided in this Clause 5, the Existing Options and the New Options shall be subject to the terms and conditions of the 1999 Stock Option Plan. Details regarding the Existing Options and New Options are set forth on Schedule 2 hereto. 5.3 In addition to the Existing Options and the New Options, APOL has also been granted (a) 2,000,000 share options; and (b) 399,999 share options (collectively “Contingent Options”), as set forth in the option award agreement(s) which allow APOL to purchase the same number of CDC Corporation’s Shares. These 2,399,999 Contingent Options have been subject to Board-approved cancellation and regrants effective, respectively, on August 18 2008 and November 26, 2008, pursuant to which such Options are now deemed to be granted to APOL on the Effective Date with an exercise price of US$0.87 per Contingent Option, the closing price of the Shares on November 26, 2008, the effective date of APOL’s acceptance of the latest cancellation and regrant. 5.4 The Contingent Option shall vest in accordance with Schedule 3 hereof; provided that: (a) the Executive remains at CDC Corporation to provide the Services on the day vesting of the Contingent Options takes place and (b) this Agreement has not otherwise been terminated. Except as otherwise provided in this Clause 5, the Contingent Options granted shall be subject to the terms and conditions of the 1999 Stock Option Plan. Details regarding the Contingent Options are set forth on Schedule 3 hereto. (a) 5.3 If this Agreement the Executive is terminated other than pursuant to Clauses Clause 12.1, 12.212.3, 12.4 or 12.5 hereofof this Agreement, provided that the Executive executes a written release, release in favour favor of the Company and its Associated Companiesaffiliates, of any and all claims or potential claims, suits, liabilities or any other obligations that are or may be asserted by or owed to, Executive, APOL or any affiliate thereof, then the Company shall cause the Executive’s 's Options to accelerate and fully vest. In the event of such termination other than pursuant to Clause 12.1 and 12.2 of this Agreement, the Executive shall have a reasonable period of time not in excess of ninety (90) days following such termination to exercise the Executive’s Options that had vested as of 's Options, such period to be not less than ninety (90) days following the date the Board determines the Executive is no longer in possession of termination. (b) material non-public information such that the Executive may freely exercise the Options in compliance with the Company's xxxxxxx xxxxxxx policy and applicable law. Notwithstanding the matters set out in the forgoing sub-clause (a)above, if under Clauses 12.3, 12.4 or 12.5 hereof the Executive is terminated or initiates the termination as a result of a death or disability that is tangibly related to the performance of the duties by the Executive for the Company hereunder, the Company shall cause the Executive’s 's Options to accelerate and fully vest and the Executive or his successors or assigns, as the case may be, shall have up to one year following such termination to exercise the Executive’s 's Options. (c) . For avoidance of doubt if under Clauses 12.3, 12.4 or 12.5 hereof the Executive is terminated or initiates the termination as a result of a death or disability that is NOT tangibly related to the performance of the duties by the Executive for the Company hereunder, the Executive’s 's Options shall not accelerate but the Executive or his successors or assigns, as the case may be, shall have up to one year following such termination to exercise the Executive’s 's Options that had vested as of the date of termination. (d) To the extent any provision in the forgoing sub-clauses (a)5.4 The Executive agrees that, (b) and (c) relates to any time period during which the Options may become exercisable, the same provision shall also apply to the Contingent Options such that they shall be subject to the same time period during which they may become exercisable. For avoidance of doubt, to the extent any provision in the forgoing sub-clauses (a), (b) and (c) relates to acceleration of vesting of the Options, the same shall NOT apply to the Contingent Options. 5.6 If there is a Change of Control and within one year from the Change of Control date, the Company (or its successor) terminates the Services provided by APOL for any reason other than in accordance with Clause 12 hereof, as of the date of termination (the “Termination Date”), all unexercised Options and Contingent Options held by APOL shall immediately vest and APOL shall have the right to exercise such Options and Contingent Options on and as of the Termination Date; provided that this Clause 5.6 shall not apply if a Change of Control shall have occurred and the services of APOL with respect to the Services provided by the Executive are retained and the Executive remains in good standing with CDC Corporation (or its successor) during the one year from the Change of Control date, in which case, Clause 5.7 hereof shall apply. 5.7 If there is a Change of Control and the Services provided by APOL with respect to the services provided by the Executive are retained and the Executive remains in good standing with the Company (or its successor), then at the one year anniversary date of the Change of Control date (the “Anniversary Date”), all unexercised Options and Contingent Options held by APOL shall immediately vest and APOL shall have the right to exercise such Options and Contingent Options as of the Anniversary Date up to the last day upon which the Services of APOL with respect to the services provided by the Executive are in effect whether pursuant to this Agreement or a successor agreement; provided that during the course of the one year period prior to the Anniversary Date, APOL’s Options and Contingent Options shall vest in accordance with the vesting schedule as set forth in the APOL option award agreement(s). 5.8 The Parties agree that except as provided for in the CEO Options Transfer Agreement or otherwise pursuant to without the prior written consent of the Company, APOL the Executive will not sell, offer to sell, contact contract to sell, grant any option to purchase or otherwise dispose of any Options (whether vested or unvested) or any Contingent Options), or any securities convertible into into, exercisable or exchangeable for such Options (whether vested or unvested) or Contingent Options), including the Company’s Shares, or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such Options Option (whether vested or unvested) until the expiration of the "Option Term" which shall be the earlier of (A) the end of the Initial Term (and any subsequent renewals thereof) or any Contingent Options during the term (B) termination of this Agreement. 5.9 Any award ; provided, however, that the provisions of options under this Agreement Clause 5.4 shall not affect apply to the accrued rights sale of the Executive Shares received upon exercise of such Options in relation order to other options on the securities of CDC Corporation or satisfy any Associated Company held tax liability associated with a disposal permitted by the Executive and or APOLthis Clause 5.

Share Options. 5.1 Previously, and subject to the provisions of this Clause 5, Executive and/or APOL have been granted under the Agreement dated of April 12, 2006 an aggregate of 2,400,000 share options to purchase CDC common shares, $0.00025 par value oper share (the “Shares”) under the 1999 Stock Option Plan (“Existing Options”). All of such Options have been subject to Board-approved cancellation and regrants effective, respectively, on August 18, 2008 and November 26, 2008, pursuant to which such Options are now deemed to be granted to APOL with an exercise price of US$0.87 per Option, the closing price of the Shares on November 26, 2008, the effective date of APOL’s acceptance of the latest cancellation and regrant. In addition to the foregoing, APOL has been granted an additional one-time award on the Effective Date of additional options to purchase 900,000 Shares (the “New Options”) under the 1999 Stock Option Plan at an exercise price of $1.29 per common share, which options shall vest in equal quarterly installments over an eighteen (18) month period from the Effective Date. 5.2 The Existing Options and the New Options shall vest over the course of the Term according to a vesting schedule as set forth in Schedule 2; provided that, notwithstanding anything herein to the contrary: (a) The Corporation shall, at the next grant of options, but no later than September 1, 2004, grant the Executive remains an irrevocable option (the "Option") to purchase 400,000 common shares in the capital of the Corporation (the "Optioned Shares") at CDC Corporation a price equal to provide the Services closing share price on The Toronto Stock Exchange on the day vesting date prior to the date of the relevant portion grant of those Options takes place and (b) this Agreement has not otherwise been terminatedsuch Option. Except as otherwise provided The Option shall become exercisable on a cumulative basis in this Clause 5, the Existing Options and the New Options shall be subject to the terms and conditions respect of 30% of the 1999 Stock Option Plan. Details regarding the Existing Options and New Options are set forth on Schedule 2 hereto. 5.3 In addition to the Existing Options and the New Options, APOL has also been granted (a) 2,000,000 share options; and (b) 399,999 share options (collectively “Contingent Options”), as set forth in the option award agreement(s) which allow APOL to purchase the same number of CDC Corporation’s Shares. These 2,399,999 Contingent Options have been subject to Board-approved cancellation and regrants effective, respectively, on August 18 2008 and November 26, 2008, pursuant to which such Options are now deemed to be granted to APOL total Optioned Shares commencing on the Effective Date with an exercise price of US$0.87 per Contingent Option, the closing price of the Shares on November 26, 2008, the effective date of APOL’s acceptance of the latest cancellation and regrant. 5.4 The Contingent Option shall vest in accordance with Schedule 3 hereof; provided that: (a) the Executive remains at CDC Corporation to provide the Services on the day vesting of the Contingent Options takes place and (b) this Agreement has not otherwise been terminated. Except as otherwise provided in this Clause 5, the Contingent Options granted shall be subject to the terms and conditions of the 1999 Stock Option Plan. Details regarding the Contingent Options are set forth on Schedule 3 hereto. (a) If this Agreement is terminated other than pursuant to Clauses 12.1, 12.2, 12.4 or 12.5 hereof, provided that the Executive executes a written release, in favour of the Company and its Associated Companies, of any and all claims or potential claims, suits, liabilities or any other obligations that are or may be asserted by or owed to, Executive, APOL or any affiliate thereof, then the Company shall cause the Executive’s Options to accelerate and fully vest. In the event of such termination other than pursuant to Clause 12.1 and 12.2 of this Agreement, the Executive shall have a reasonable period of time not in excess of ninety (90) days following such termination to exercise the Executive’s Options that had vested as first anniversary of the date of terminationgrant, 30% of the total Optioned Shares commencing on the second anniversary of the date of grant, and 40% of the total Optioned unvested Option Shares commencing on the third anniversary of the date of grant. The Option shall expire in respect of Optioned Shares not theretofore acquired thereunder or in respect of which rights shall not otherwise have terminated on the seventh annual anniversary of the date of grant. The Executive acknowledges and agrees that no further options shall be granted to him until after January 2006. (b) Notwithstanding The Executive agrees to acquire by no later than the matters set out third anniversary of the date of his appointment as Chief Executive Officer, and to thereafter maintain for the duration of his employment with the Corporation, not less than that number of common shares in the forgoing sub-clause Corporation as is equal in value to his Base Salary multiplied by five and shall provide evidence of the shares held by him as may be required by the Corporation from time to time. Shares acquired on behalf of the Executive pursuant to the EISCP, whether or not vested (aExecutive's "EISCP Shares"), if under Clauses 12.4 or 12.5 hereof shall be counted toward this requirement unless and until the Executive is terminated or initiates the termination as a result of a death or disability that is tangibly related to the performance of the duties by the Executive for the Company hereunder, the Company shall cause the Executive’s Options to accelerate and fully vest and the Executive or his successors or assigns, as the case may be, shall have up to one year following disposed of such termination to exercise the Executive’s Optionsshares. (c) For avoidance The Executive will comply with all applicable securities laws and the Corporation's Insider Trading Policy and Insider Reporting Procedures (copies of doubt if under Clauses 12.4 or 12.5 hereof whxxx xxxx xxxx xrovided to the Executive) in respect of the Optioned Shares issued to the Executive is terminated or initiates the termination as a result of a death or disability that is NOT related to the performance and other shares of the duties Corporation acquired by the Executive for the Company hereunder, the Executive’s Options shall not accelerate but the Executive or his successors or assigns, as the case may be, shall have up to one year following such termination to exercise the Executive’s Options that had vested as of the date of termination. (d) To All of the extent any provision Executive's rights in respect of the Option in the forgoing sub-clauses Optioned Shares shall be governed by the terms and conditions set out in the Restated 1986 Common Share Option Plan (a)the "Option Plan") of the Corporation as amended, (b) and (c) relates as it may be amended from time to any time period during time, a copy of which has been provided to the Options may become exercisableExecutive, the same provision shall also apply to the Contingent Options such that they shall be subject to the same time period during provisions of which they may become exercisable. For avoidance of doubt, to the extent any provision in the forgoing sub-clauses (a), (b) and (c) relates to acceleration of vesting of the Options, the same shall NOT apply to the Contingent Options. 5.6 If there is a Change of Control and within one year from the Change of Control date, the Company (or its successor) terminates the Services provided by APOL for any reason other than in accordance with Clause 12 hereof, as of the date of termination (the “Termination Date”), all unexercised Options and Contingent Options held by APOL shall immediately vest and APOL shall have the right to exercise such Options and Contingent Options on and as of the Termination Date; provided that this Clause 5.6 shall not apply if a Change of Control shall have occurred and the services of APOL with respect to the Services provided by the Executive are retained and the Executive remains in good standing with CDC Corporation (or its successor) during the one year from the Change of Control date, in which case, Clause 5.7 hereof shall apply. 5.7 If there is a Change of Control and the Services provided by APOL with respect to the services provided by the Executive are retained and the Executive remains in good standing with the Company (or its successor), then at the one year anniversary date of the Change of Control date (the “Anniversary Date”), all unexercised Options and Contingent Options held by APOL shall immediately vest and APOL shall have the right to exercise such Options and Contingent Options as of the Anniversary Date up to the last day upon which the Services of APOL with respect to the services provided by the Executive are in effect whether pursuant to incorporated into this Agreement or a successor agreement; provided that during the course of the one year period prior to the Anniversary Date, APOL’s Options and Contingent Options shall vest in accordance with the vesting schedule as set forth in the APOL option award agreement(s)by reference. 5.8 The Parties agree that except as provided for in the CEO Options Transfer Agreement or otherwise pursuant to the prior written consent of the Company, APOL will not sell, offer to sell, contact to sell, grant any option to purchase or otherwise dispose of any Options (whether vested or unvested) or any Contingent Options, or any securities convertible into exercisable or exchangeable for such Options (whether vested or unvested) or Contingent Options, including the Company’s Shares, or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such Options (whether vested or unvested) or any Contingent Options during the term of this Agreement. 5.9 Any award of options under this Agreement shall not affect the accrued rights of the Executive in relation to other options on the securities of CDC Corporation or any Associated Company held by the Executive and or APOL.

Share Options. 5.1 PreviouslyEmployee will be granted options (the “Options”) to purchase 500,000 of the Company’s Common Shares of Beneficial Interest, par value $.04 per share (“Shares”), pursuant to the Company’s 2002 Omnibus Share Plan (the “2002 Plan”). To the maximum extent possible, such Options shall be “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and otherwise shall be non-qualified stock options. The Options will be (or have been) granted subject to the provisions general terms of this Clause 5, Executive and/or APOL the 2002 Plan and the share option agreement thereunder. (i) Such Options will be granted in three tranches as follows: (A) 300,000 of such Options (the “2005 Options”) have been granted under as of February 8, 2005 and have a exercise price of $71.275 per Share; and (B) the Agreement dated of April 12remaining 200,000 will be granted, in one or two tranches, in 2006 an aggregate of 2,400,000 share options or 2007 as the Employee may determine and in such proportion as the Employee may determine. If the Employee elects to purchase CDC common shareshave Options be granted in 2006, $0.00025 par value oper share then such Options (the “Shares2006 Options”) under will be granted on such date in 2006 as the 1999 Stock Option Plan Compensation Committee or other authorized party grants equity interests in the Company generally to employees of the Company (the “Company-Wide Grant Date”) and will have an exercise price per Share as is determined by such authorized party based on the market value of the Shares on such date (“Existing OptionsGrant Date Market Price”). All of If the Employee elects to have Options be granted in 2007, then such Options (the “2007 Options”) will be granted on the Company-Wide Grant Date in 2007 and have been subject an exercise price per Share equal to Board-approved cancellation the then applicable Grant Date Market Price. (ii) Each of the 2005 Options, the 2006 Options and regrants effectivethe 2007 Options will vest and become exercisable at a rate of 331/3% of the applicable number of Options granted in 2005, 2006 and 2007, respectively, on August 18, 2008 and November 26, the Annual Vesting Date with respect to 2008, pursuant to which such Options are now deemed to be granted to APOL with an exercise price of US$0.87 per Option, the closing price of the Shares on November 26, 2008, the effective date of APOL’s acceptance of the latest cancellation 2009 and regrant. In addition to the foregoing, APOL has been granted an additional one-time award on the Effective Date of additional options to purchase 900,000 Shares (the “New Options”) under the 1999 Stock Option Plan at an exercise price of $1.29 per common share, which options shall vest in equal quarterly installments over an eighteen (18) month period from the Effective Date. 5.2 The Existing Options and the New Options shall vest over the course of the Term according to a vesting schedule as set forth in Schedule 2; provided that, notwithstanding anything herein to the contrary: (a) the Executive remains at CDC Corporation to provide the Services on the day vesting of the relevant portion of those Options takes place and (b) this Agreement has not otherwise been terminated. Except as otherwise provided in this Clause 5, the Existing Options and the New Options shall be subject to the terms and conditions of the 1999 Stock Option Plan. Details regarding the Existing Options and New Options are set forth on Schedule 2 hereto. 5.3 In addition to the Existing Options and the New Options, APOL has also been granted (a) 2,000,000 share options; and (b) 399,999 share options (collectively “Contingent Options”), as set forth in the option award agreement(s) which allow APOL to purchase the same number of CDC Corporation’s Shares. These 2,399,999 Contingent Options have been subject to Board-approved cancellation and regrants effective, respectively, on August 18 2008 and November 26, 2008, pursuant to which such Options are now deemed to be granted to APOL on the Effective Date with an exercise price of US$0.87 per Contingent Option, the closing price of the Shares on November 26, 2008, the effective date of APOL’s acceptance of the latest cancellation and regrant. 5.4 The Contingent Option shall vest in accordance with Schedule 3 hereof; provided that: (a) the Executive remains at CDC Corporation to provide the Services on the day vesting of the Contingent Options takes place and (b) this Agreement has not otherwise been terminated. Except as otherwise provided in this Clause 5, the Contingent Options granted shall be subject to the terms and conditions of the 1999 Stock Option Plan. Details regarding the Contingent Options are set forth on Schedule 3 hereto. (a) If this Agreement is terminated other than pursuant to Clauses 12.1, 12.2, 12.4 or 12.5 hereof, provided that the Executive executes a written release2010, in favour each case provided Employee remains an employee of the Company and its Associated Companieson such respective dates. “Annual Vesting Date” means January 20th of each applicable year, of any and all claims or potential claims, suits, liabilities or any other obligations that are or may be asserted by or owed to, Executive, APOL or any affiliate thereof, then the Company shall cause the Executive’s Options to accelerate and fully vest. In the event of if such termination other than pursuant to Clause 12.1 and 12.2 of this Agreementdate is not a business day, the Executive shall have a reasonable period of time not in excess of ninety (90) days following such termination to exercise the Executive’s Options that had vested as of the date of termination. (b) Notwithstanding the matters set out in the forgoing sub-clause (a)next succeeding business day; provided however, if under Clauses 12.4 this Agreement terminates on or 12.5 hereof the Executive is terminated or initiates the termination as a result of a death or disability that is tangibly related after January 1, 2010 but prior to the performance of the duties by the Executive for the Company hereunderJanuary 20, 2010, the Company shall cause the Executive’s Options to accelerate and fully vest and the Executive or his successors or assigns, as the case may be, shall have up to one year following such termination to exercise the Executive’s Options. (c) For avoidance of doubt if under Clauses 12.4 or 12.5 hereof the Executive is terminated or initiates the termination as a result of a death or disability that is NOT related to the performance of the duties by the Executive for the Company hereunder, the Executive’s Options shall not accelerate but the Executive or his successors or assigns, as the case may be, shall have up to one year following such termination to exercise the Executive’s Options that had vested as of the date of termination. (d) To the extent any provision in the forgoing sub-clauses (a), (b) and (c) relates to any time period during which the Options may become exercisable, the same provision shall also apply to the Contingent Options such that they shall be subject to the same time period during which they may become exercisable. For avoidance of doubt, to the extent any provision in the forgoing sub-clauses (a), (b) and (c) relates to acceleration of vesting of the Options, the same shall NOT apply to the Contingent Options. 5.6 If there is a Change of Control and within one year from the Change of Control date, the Company (or its successor) terminates the Services provided by APOL for any reason other than in accordance with Clause 12 hereof, as of the date of termination (the “Termination Date”), all unexercised Options and Contingent Options held by APOL shall immediately vest and APOL shall have the right to exercise such Options and Contingent Options on and as of the Termination Date; provided that this Clause 5.6 shall not apply if a Change of Control shall have occurred and the services of APOL Annual Vesting Date with respect to the Services provided by the Executive are retained and the Executive remains in good standing with CDC Corporation (or its successor) during the one year from the Change of Control date, in which case, Clause 5.7 hereof shall apply. 5.7 If there is a Change of Control and the Services provided by APOL with respect to the services provided by the Executive are retained and the Executive remains in good standing with the Company (or its successor), then at the one year anniversary date of the Change of Control date (the “Anniversary Date”), all unexercised Options and Contingent Options held by APOL shall immediately vest and APOL shall have the right to exercise such Options and Contingent Options as of the Anniversary Date up to 2010 will be the last business day upon which preceding the Services of APOL with respect to the services provided by the Executive are in effect whether pursuant to this Agreement or a successor agreement; provided that during the course of the one year period prior to the Anniversary Date, APOL’s Options and Contingent Options shall vest in accordance with the vesting schedule as set forth in the APOL option award agreement(s). 5.8 The Parties agree that except as provided for in the CEO Options Transfer Agreement or otherwise pursuant to the prior written consent of the Company, APOL will not sell, offer to sell, contact to sell, grant any option to purchase or otherwise dispose of any Options (whether vested or unvested) or any Contingent Options, or any securities convertible into exercisable or exchangeable for such Options (whether vested or unvested) or Contingent Options, including the Company’s Shares, or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such Options (whether vested or unvested) or any Contingent Options during the term termination of this Agreement. 5.9 Any award of options under this Agreement shall not affect the accrued rights of the Executive in relation to other options on the securities of CDC Corporation or any Associated Company held by the Executive and or APOL.